An Unlikely Top Tennyson
by ngrey651
Summary: The Omnitrix, a device that can turn you into any alien you'd desire, and it's rightful owner is Ben Tennyson. But in one and only one dimension, Ben never got it. Even so, he's a true hero, joining the intergalactic peacekeepers known as the Plumbers. Whilst on a trip to Galvan Prime though, he'll find a challenge waiting that he never expected! A challenge named MALWARE...


**Author's Note: This story was my idea, but the words are primarily the excellent work of "BeardyKomodo". You can find Komodo on DA, Deviantart. I highly recommend you look at what he has to offer. **

**AN UNLIKELY TOP TENNYSON**

"_Galvan Prime…"_ Ben inwardly observed the planet beneath them with growing discomfort. _"__Why?"_

Turning around and looking at the holographic projector of his commander, the teenage member of The Plumbers, intergalactic police force, gave the alien on display a disapproving look.

"_We're sending you there to deal with a report about an unidentified creature that has caused several kidnappings. We have only gotten a couple of reports from possible eyewitnesses, but none has been able to give a proper description of the creature. However, we do believe that this creature is also to be blamed for the increased amounts of unexplained disappearances that lacks witness by the local populous. We will give you the standard equipment, but you are not to engage the creature. You are simply to scout for it and investigate, nothing flashy. Are we clear?"_ The three eyes of the high-ranking alien furrowed some as they targeted Ben's, and he nodded with a bit of a frown.

"Crystal…" He sighed as the communication was cut, for he knew the difference.

He was honored to be part of the Plumbers, truly, but he always carried the knowledge of the reason in the back of his head. A quite annoying piece of information that always haunted him, and had caused him to try a bit too hard a few too many times… resulting in danger or gambled missions.

He had always been a go-get kind of guy, even if he lacked the physical means to overpower a foe or the strategic mind to outsmart them. Even for a human he was a bit on the short side, which was his one advantage against many of these aliens: to dodge and shoot. **Oh the bravery**…

He shook off his own pessimism and returned his gaze to the peaceful orb beneath. He knew what had happened on a planet identical to it… with a person identical to himself.

"_Following your footsteps, again…"_ He sighed and walked into the small room behind the cockpit of the vessel, where a protective uniform and standard equipment awaited him for the mission.

As the ship landed he made a quick scan over both his ride and the planet itself. The results were not that surprising. The air was fine, the ground was solid, the ship had plenty of fuel but low power after accepting his teleportation into it from earth, but it would slowly recharge while he was on the mission. There was a nearby town of small, funny-looking houses in a wide variety; some in clay, others in metal and some looking like giant mushrooms… he guessed that they somehow symbolized some kind of status-difference between the people living there. Which would be a good place to start for information-fishing.

Unfortunately…

"Not, a, single, damn, one!" Ben growled into the communication device on his arm, which displayed a small holographic image of just the head of his commander. He had spent an entire **day** in earth-time questioning every single green-skin in the village, but none had any useful information to give… even if one of the elder ones had offered him some kind of pastry for being such a good boy that came so far to help them… Granted that Ben didn't know if the inhabitants of this planet could chew rock, which he doubted from their tiny frames and seemingly fragile builds, but the pastry was probably as old as the elder. "Though I may have located a new material to create armored spaceships with… I doubt a Grouliantic laser-drill could pierce this…" He smacked the blue and brown treat against the rock he sat on, causing small fragments of the orange-brown stone to spark off.

"_Ben, this is no time for jokes… While it is true that our reports claim that the creature was close to this town, it does not mean that it still is or anyone has sighted it. You will simply have to search the area and move on to the next town if nothing comes up."_

The communication was cut, much to Ben's annoyance. He hated this… being treated like an inexperienced child. Well, he was technically still a child, but that should not give them the right to treat him like this… right? They allowed him into the corps because of what his-

A shiver in Ben's spine caused his mind to blank and his emotions to fully drain from his system.

Something was wrong. And that 'something' was close by. He leapt to his feet and began to scan the surrounding area with the nifty tool on his wrist. Turning the settings to 'carbon', he got every living organism in the closest kilometer on his tiny display, which he widened into a holographic map the size of a regular plate to see better. There! A few hundred meters away, a small collection of red dots that moved quickly in a cluster. Enhancing the scanner, focusing and zooming in on the small group, he could make out that they were a total of five that moved at running speed… however, something was off. Not long after them was something else. Either the scanner was not fully operational, or something else that he would like even less was going on, for there was not another red dot chasing the five, as much as a small cloud. Zooming in further, he deduced that whatever it was chasing them, the scanner could not focus on it. It was much larger than the other five, and the sheer size of it and the fact that the scanner couldn't fixate on it, caused the creature's dot to be nearly invisible or blur back and forth like a strange mist…

Ben could not understand half of it… how could the creature seemingly hide from his tracker?

But whatever camouflage it used, it was not enough to fully hide it! Ben began to run as quickly as he could towards the direction of the creature and the five dots, thankful for that they did not run away from him as much as sideways. He could catch up with them, maybe even save them…

"Oh no…" a cringing, clutching feeling in his gut appeared over the sound from his wrist-tool.

He knew what it meant, but also had a gut feeling for which one… The sound of the device loosing track of a creature, either by death or sudden burrowing into the ground. But the locals are no diggers. He looked down and saw that the red cloud was still there, closer to the fi- FOUR dots! One was missing already! Ben cursed, having hoped in vain that it was the strange and unstable mist that his device had lost track of, but of course he would not be as lucky.

He kept his arm raised to constantly be able to view the holographic radar, just 200 meters…

Dammit! One of the dots stopped moving, it must have fallen or gotten trapped! The mist was soon there, seemingly engulfing the left-behind dot. And to Ben's horror, he saw the dot blinking clearly inside the mist, before seemingly smelting and joining the mist, making it slightly more clear for the scanner…

He almost ran straight into the cliff-side due to his eyes targeting his tool, but he noticed its presence in the last second. Cursing out loud, he looked for a quick way around it, but realized that there was none. They were not behind the mountain, they were ontop of it! It was mesa of some kind, a tall mountain that's all flat!

"No, no no no no… _No_!" He grabbed his hair angrily and swayed about in some frustrated movements, glaring at the steep wall of ancient rock before him as if hoping it would evaporate by his sheer willpower alone! He looked around again. A ladder, a rope, a fallen tree, a bloody anti-grav elevator or a trampoline, ANYTHING to get him up there quicker! **"****BEEP BEEP BOOP" **The twitching feeling in his stomach reminded him of its existence once more by increasing at the sound of the familiar loss of target. He looked down to his tracker-scanner-thingy, which he had never been given a proper name for anyway, only to realize that there was just three dots remaining. He had just managed to catch the signal in time to see the last remains of the fourth digest into the cloud.

"Screw this!" He yelled in frustration and took a few steps back. Running towards the wall once more, but this time intentionally aiming against the hard flat, he jumped with all his might and kicked off from the stone he had landed on, managing to boost himself a few feet up and still have some momentum! Which he used to jump from jutted piece of stone to another like the Earth-monkey he had so often been teased to be by aliens, even those amongst the Plumbers!

His uniform's gloves took the worst pain from the small and sharp rocks he had to hang from as he climbed, tossing himself from jut to jut and crawling where he could not jump. This used to be easier back home, where the mountains had plant life on the sides to grab onto. Roots, saplings, even vines or good branches at times! Here there was nothing but ancient, sun-dried orange stone and sand, some that even crumbled by being touched! But however many times he slipped or got cuts through both the gloves and other parts of the uniform, he did not dare to stop.

"SHUT UP! WORKING ON IT!" He cried in teeth-gritted frustration as his tool beeped once more, another dot lost. Two remaining, still running from the cloud. He never looked down, as he had made quite good progress already and gotten past the middle mark a short while ago. However he had no more momentum, his body ached and the sweat poured from the stressed punishment of both exhaustion and bruises. He also dared not to leap anymore, as more and more of the stones around him crumbled. They were the higher ones, that had gotten beaten by the strong sun and harsh winds more constantly than their lower brethren…

Tiresome and sweaty story short, Ben finally made it up. But only after yet another series of beeps had informed him that yet another one had vanished, causing him to drag himself over the sharp and leaning edge with the last of his arm-strength. He coughed, as the first thing to meet him as he got his head over the edge was a gust of sand and dust straight into his face and openly panting mouth, causing him to breathe it in. His arms bled and ached, tired beyond mortal understanding for the teenager, but his legs were not AS tired. And with that realization, he managed to get up standing and perform a jagged, limping jog towards the last blinking dot.

He had bruised his left knee badly during the crumbling of a rock, causing him to slide down a little bit before the sharp remains of the rock that cracked beneath his foot burrowed into his knee… painfully but thankfully stopping him from falling down completely. Nothing was broken, as much as just cut-up and battered. But Ben could not formulate any clear thoughts anymore, that part of his brain had shut off in order to force his body to his will… to drag it towards the destination.

He looked down to his scanner, realizing that the red dot that was now just twenty meters dead ahead, was no longer moving. He blanked and looked up. Maybe it was due to his tired and thoughtless state, but he had not noticed the small formation of rocks before him. Slowly, the gears began to move once more as he looked back down to the scanner… the dot was not moving, the cloud closed in on it slowly, and a large selection of rocks…

"He's trapped…" Ben grew pale and began to jog once more. He just had to get around…

The creature was horrid.

Tall, taller than any man and most aliens Ben had seen up till that point. Pitch black with long arms and gigantic hands, both crowned by massive fingers with sharp edges. Red stripes that at first looked like synchronized scars to Ben, but soon more like war paintings, covered the large body and were 'drawn' with cruel, sharp forms. The head was very pointy, merging with the shoulders to create a slick shape with a 4-cornered star for face… or was it… an eye? For it had a faint white orb within it that seemed to move and target like an eye would.

The creature raised one of its large arms, swinging it towards the crying, paralyzed green alien. And to Ben's surprise, the arm extended! Both with the sound of and sudden physical behavior as of thick water or some kind of controlled slime! The black ooze struck the last of the small green aliens, completely covering it and seemingly growing a bit more solid. Like a serpent swallowing a rodent, a large bulge traveled down the extended arm and joined the large body… after just a couple of seconds, Ben's gizmo beeped once more.

Ben himself was too stunned by both exhaustion and terror over what he had just seen to move.

However, the beeping of his scanner-mathingy had alerted the creature, which turned to the teenage police-member with the behavior and stance one would expect from a wild animal, a predator. The large eye scanned the boy for a few silent seconds, seemingly puzzled over what this new creature was and what it did there, just staring. The creature then raised one of its arms, aiming it to Ben's direction, and warped it into some kind of gun-looking shape! The last Ben remembered was his doubt that it was even possible, followed by the familiar humming of an energy weapon building up power, and a green-yellow flash of light.

…

…

…

…_He looked at his wrist-device, smiling softly and stroked it. Feeling happy, proud… at peace. _

_The large button in the middle almost hummed with potential and promise at his faint touch._

_He twisted his arms slightly, looking at the perfectly merged metal around his wrist, knowing that it would never come off him after having bonded with him… and he could not be happier. He was whole with it, complete. The metal never felt cold, either from absorbing his body-heat or maybe it was an ability of the alien metal. It would never disappoint him. Never carry messages from people who looked down on him. Never bleep and beep over failed missions. And it would never, ever again cause people to think of him as the failed one…_

"**BEEP BLEEP BOOP!"**

The cursed sound of his scanner-tracker-dohicky caused Ben to awake with a jump.

His body still hurt badly, but he was alive. Pulled back from the land of dreams, where this infernal device had been replaced with-

"_The Omnitrix."_ Said a cold, metallic voice. Causing Ben to open his eyes and stare dead into the center of the white-pupil'd, yellow eye of the black monster. _"__Where is it?"_

Ben shifted, realizing that he was not bound or gagged, just thrown into the back of this somewhat cool and refreshing cave. He was in no state of running, and he doubted that he had any reception this deep underground.

"Where is… what? Omnitrix? Is that some kind of cereal?" He smiled weakly, shrugging at the monster before him. The monster, in turn, simply sat down in a similar pose to that of Ben.

"_You are a poor liar, Benjamin Tennyson. Junior member of the Plumbers, age seventeen, male human, Earthling… I know who you are. Your folly game of lies will get you nowhere."_ The creature replied. Calm, collected, though seemingly only so due to its position of power over the broken teen, who had a feeling that the previously beast-like creature could explode in rage at any time…

"… I don't have it." Ben sighed, looking down at the floor of the cave. Even the baddies expected it of him… insulted is a too weak word to describe how he felt.

"_Wrong. Benjamin Tennyson, also known as 'Ben Ten', is the owner of the Omnitrix. Surrender it!" _

"I said I DON'T have it! I never **got** the blasted thing!" Ben spat back.

"_WRONG! Ben Ten is the documented owner! Ben Ten has the Omnitrix! And WILL give it to me!" _

The creature slammed one of its massive hands against the floor, intending to intimidate its captive. However, Ben was already in as bad a state as he could be, and did not get frightened.

"Well if you know so much about me, you freaking pope-headed idiot, then you know about the other Bens as well! Or did you not read the report all the way through?!"

There was a moment of silence, as the creature with the male robotic voice seemingly calculated the information that Ben had given it. Slowly moving its pupil from one side of the star-shaped eye and to the other, before slowly speaking in a questioning voice.

"_What, do you mean with… other, Bens?" _It looked to its prisoner, who sighed.

"Hard to explain… heard about the Multiverse Theory? Basically, every action and decision with different alternatives creates parallel universes that differs on that one point. Benjamin Tennyson WAS indeed supposed to get the Omnitrix, and DID… in every universe except ours. There are universes where he got it and became a hero, a villain, a monster, a circus-artist, a lab-rat, intergalactic pornstar and even a president… And guess what? They all have in common that he got the Omnitrix… -I- never got it. The Plumbers know this, because one of the Hero-Bens has had contact with our universe…" Ben sighed, looking straight into the eye of his captor.

The creature, in turn, simply stared into nothingness for a while whilst digesting the information.

Ben guessed that the creature was some kind of robot made from alien tech, due to its strange shape and metallic voice… and the fairly robotic way it seemed to think and speak.

"… _Information is logical. Reports of cross-dimensional communication has been confirmed. Explanation covers questions as to why Benjamin Tennyson does not carry the Omnitrix, even though it should be near impossible to remove."_ The creature lifted Ben's arm, looking at the ordinary Plumber-tool that was put there instead of the DNA-collecting transmorpher. _"… __Where is the Omnitrix if Benjamin Tennyson does not have it?" _It turned its gaze back to Ben, who was not sure what to answer… if he SHOULD answer. He was too confused as to why and how this creature knew so much about him… how it had access to information that should be classified even to the people who could access classified information!

"How do you even know all this? Just…I mean, what are you?" The creature did not let Ben go from its gaze, glaring hard at him without any visible signs of emotion, even if its voice had sounded disheartened.

_"__You will know soon."_ Having not moved much since it sat down, the creature remained seemingly perfectly still, causing a growing sensation of cold to enwrap Ben. This thing was not natural, and knew way too much. He still did not know what it was… it spoke like a robot, but showed emotions and mortal thinking. It HAD the information about the other universes, but it seems to have tried to ignore it or even hope for something else… computers do not hope, right?

T'was when the growing cold reached his neck and became much colder there, that Ben realized.

It had been so dark in the cave that he could not see it, but the black creature had send out liquid-like tendrils along the floor towards him! They had already covered most of his body, merged with his uniform and traveling up the protective yet tattered clothing before reaching his neck, getting into contact with his bare skin! It was so cold to the touch, and Ben realized that the creature was about to do to him what it had done to the small green aliens! He jumped to his feet, refusing his brain the right to register all the pain caused by it and tried to fight the black, paper-thin goo off!

Like one would swat away bugs or wipe away water after a shower, but his struggles only seemed to amuse the creature.

"_With or without the Omnitrix, I can have the satisfaction that my other selves never had… I would be the first to absorb Ben Ten… besides, I know where the device is. You are my ticket to it." _The creature should have smirked if it had just had a mouth, but the cocky tone in its voice was enough to carry it.

Ben continued to struggle for a little while, hoping that it was his efforts that had caused the growing of the black substance to halt by his neck, before the alien creature locked him down! Seemingly in perfect control over every small part of its body, it caused the goo-skin on Ben's hands to instantly merge with whatever other part he tried to wipe away, creating a latex-tight straight jacket! Shots of tendrils, like frog-tongues, shot out between the covered legs and dragged them with impossible strength against each other, locking them as well. Ben refused to satisfy his captor by suppressing a painful grunt as his shoulder slammed into the rough cave floor, threatening to disjoint it.

"What ARE you...?" The boy spat forth through gritted teeth, partly from the pain, partly from the fear and partly from the floor of the cave pressing against the side of his face.

The ever-growing glop of darkness kept engulfing him, his legs wrapped up completely and his arms forced against his sides and hips. Nothing but his head still outside the black cocoon, through tendrils thin as wires had begun to crawl over his face. He tried to spit as some of them dug into his mouth and seemingly played with his tongue, others wrapped themselves like snakes or worms and tauntingly pulled in small tufts of his eyebrows, even poking into his ears though never entering deeply. The monster stood up before Ben, calmly and coldly looking at his work.

The young man tried to once more demand the identity of his captor, having nothing else to cling to as he was facing down death. Tears had begun to roll down his cheeks, only to be collected and absorbed by the thin liquid wires. He tried to shout his question a third time, but found that he no longer could utter words. The tendrils had ensnared his uvula and tongue like one ties the legs of a young bull, forcing them to be still and unable to vibrate or move. All he could do was lying there and glare into the seemingly soulless eye of the dark creature, as it lifted him up and held him to eye-level. It said nothing more, it refused the lesser creature the dignity of answers.

As Ben was forcefully stuffed inside it.

…

…

…

…A moment of cold, heartless torment swept over the junior Plumber. His mind would not show him any other pictures other than the red dots from his scanner vanishing into the larger, unidentified cloud. Over and over a thousand times he saw it during the mere second of his world disappearing, knowing that what happened to them would happen to him very shortly. Inside the dark creature, he was completely probed. He could not tell if the ragged uniform that he had worn still existed, but it did not feel as it… no, it felt as if it had completely evaporated as he was pulled into the airless darkness, and as if he was floating in something along the lines of that strange British pudding his grandpa had tried to offer him as a kid. All wobbly and thick, and he was the piece of tangerine inside. Forever suspended without movements of his own…

But it was not enough, for the goo he had been swallowed by now sought to do to him what it had done with the smaller natives, and he could feel it do that. Every opening of his body, natural or caused by the sharp edges of the cliff, was clearly injected with the material. He could feel his ears, nose, eyes, mouth, wounds and private parts get forcefully stuffed and haunted with the aliens body, ranging from hair-thin to finger thick. The moment of agony quickly vanished, replaced by an overwhelming sensation of cold and hopelessness. Yet, he felt strangely… comfortable?

He knew he was dead, that he had no doubt been absorbed into the creature like the small greenies before him, for he had no body anymore. He could think, though not clearly. He could feel, but he did not think it was his body… maybe being absorbed made him part of Malware? If so, then it was not so bad. Really. He did not feel any pain anymore, nor was his body and mind constantly at war with raging hormones, nor would he ever have to feel small and insignificant compared to the many others and better Ben's out there… and the other Plumbers for that matter. Here he was gone and at peace, locked away from the pains of society with their expectations and rules, judgments and hate.

Wait… Who is "Malware"? The creature? Ben wished to place a hand on his head and shake it slightly, forgetting for a moment that he couldn't. Where had that name come from, and how come he was happy to accept his fate? He knew he had just died, so why was he at ease with it? He was just a young man, with his entire life ahead of him! So then, why this sense of… peace? Was this some attempt at mercy from his killer? A final comfort for captured prey? A last act of compassion?

"… _You truly do not have it. I did not believe you at first, hoping that you bluffed."_ The creature said.

"I told you." Ben chuckled calmly in a friendly way, and would have smiled if he could. "So what are you gonna do now?" It was an odd sensation, to be this friendly to the thing that had just murdered him, but for some reason, it felt natural…

"_You need not know that, human."_ The creature responded, though Ben could feel him move… him? Ben shrugged mentally. He already knew his name, might as well be that he knew the gender. He could feel Malware rubbing his stomach and Ben blinked slightly. Was his murderer enjoying the last remnants of his "meal"? What was his deal?

"I guess I don't need to know anything since I'm dead now. But you need something, right? The Omnitrix? Why?"

Malware began moving forward, and from the rhythm, Ben guessed that he was walking in a slow phase. Silently…refusing to answer Ben's question.

Hours or days, Ben could not tell. Being but a floating consciousness in an endless darkness that simply rocked like a boat to the beating of Malware's steps, he had lost track of time from the very first second. And while he did not really feel bored, a new sensation to him as well, he really had nothing else to think about except what this Malware was and wanted. That is when a name suddenly struck him.

"So, why won't Azmuth help you?" He asked casually, as if speaking to the new kid in school.

"_I am a failed project. Created with an error that made me into what I am now. My father promised me that he would repair me, but has yet to find the time. He is always busy with other projects."_ Malware answered, and there was a certain aggression to his tone suddenly.

"I see… so, why do you want the Omnitrix then? Could that help you?" Ben tried, fishing in curiosity.

"… _I am in my foundation a Galvanic Mechamorph, living technology. However I am unlike the rest of my kind. My error caused me to become more aware than intended, smarter than my brethren, and thus smart enough to follow neither command nor code. As all machines, I require fuel to continue to exist. My brethren can enter a state of stasis between uses, recharging batteries over time while being useless until someone orders them into war once more… I did not want that."_ The mutated Mechamorph sounded as if he could spit, furious over his situation.

"… and the Omnitrix?" Ben asked once more.

"_I originally fed of technology. Absorbed it into my system and fed of the power that fueled the devices, while at the same time also taking in the design to reconstruct it out of my own material. Anything technical that I have come in contact with, I can re-create and become."_

Ben interrupted him. "Wait, so you feed of tech? Then why did you eat all those aliens?"

Malware was silent for a few seconds. Either considering how to answer, or annoyed.

"… _I wish to live." _The movement stopped. "_I was created to be living technology, but never this intelligent. I am half a life. I have a body and a mind, but both are mechanical in nature. My mind can theoretically be hacked and my body returned to the same state as that of my brothers, making me a partly living drone to dive head-first into battle for some government. We were created so that 'real' life would not be wasted. My father kept promising to help me, but constantly putting it on the future. Due to that, I have had to roam and wait all these years. Every once in a while, I hacked his computers to see if he had even begun working on a cure for me, only to never find it."_

Malware began to move once again, and Ben held back a comment about that the big bad mannequin just wanting to become a real boy.

"You didn't answer why you eat living creatures…" Ben poked with a comment.

"_I did… but I can give you more information. It was during one of the times I searched father's computers that I discovered the multiple universes, and also the reports from them… I have brothers that lack my intelligence, but I have identical siblings in every universe as well. There are other Malwares. It is how I learned about you and the Omnitrix. However, it never said that you had not gotten it. My theory was that my father must have kept it a secret from me somehow, thus differing our universe by never having me trying to seek it or you out."_ Malware's words caused Ben to remain silent. It made sense, in a way… If there are a Ben in every universe, of course there should also be a Malware… and if every universe had a young Ben that got the Omnitrix, running around and flashing it on adventures, of course those universes' Malwares would catch news of it… but HE never got it, it stayed a secret, even to Malware… who continued.

"_I realized that I had spent several years longer on my home planet, unlike my siblings. And I realized that my goals had shifted in that extra time. Living being; I began to dig deeper in what it really is. My results show that my construction and that of you breathing creatures is not that different. Given enough material, I could possibly reconstruct myself as a carbon-based organism and leave my technological part behind. This is why I have consumed others. I have broken them down like I have with technology and begun to make schematics on how to clone organs, muscles, skeletons and more. I simply need more material… and what better to give me all the material I need than the Omnitrix?"_ There was a hint of uncertainty in Malware's voice, as if he truly hoped it would give him what he needed, but did not fully believe it himself.

Ben did not answer for a while, as he digested what he had heard.

He could not see the logic in it… well, he could, but some parts did not make sense.

He knew from personal experience that many aliens had the technology to make clones or even create perfectly living and breathing creatures from scratch, so surely Malware must have been able to obtain such tech from Azmuth's computers? Or what, does aliens not have Internet to learn things outside of the mainframe of specific computers? Surely there had to be a thousand known ways to make your own garage-clone on alienet, if one just googled around for a while. No, that could not be the problem… it had to be something else. Ben understood that Malware needed the material, and the more material from many different creatures the more he could analyze and make himself a more perfect body. But AGAIN, there had to be information about that that he could more easily access other than eating a few of –everything-. Ben was not the one to usually think this deeply, but the lack of urgency and other things to focus on, which also was a first-time experience, did aid him trying to solve this puzzle. He had been in situations where this deep pondering would have been useful, but he had often fought for his life in those times… he was already dead, so stress for personal safety and all urgency was out the door.

Outside, Malware had kept wandering and finally reached his destination. A large building with surveillance that quickly captured Malware as a target and focused on him. The brown sand and dust blew calmly around the tall, powerful creature as he waited, knowing that deep inside the depths of his father's underground laboratory there was a ringing signal that declared his return. It took a few minutes, but finally a small portion of the building's wall shifted and turned into a screen, on which the old alien genius stood. Azmuth.

"Ah, you're back… You have caused a great deal of trouble, Malware. I got reports from the Plumbers that they are seeking something that has been killing our people. It pains me to hear about it." The green creator did not look at the screen, as he was twiddling with some kind of small device that he held in one hand, some kind of delicate tool in the other. Even his voice sounded a bit bored, dulled from unknown ages of impossible inventions, creations, destructions and war… it was indeed a tired father that sat in the middle of work, having a phone call with his son that had gotten into a fight at school.

"I am certain you will lose plenty of sleep over it. Open up, I have a proposition for you." Malware retorted with a dry, aggressive tone. Clearly annoyed over how casually his father took the multiple murders he had committed… not even bothering to put down his work for a few seconds.

"No, I do not believe I will. I am a bit busy at the moment, and I cannot have you run about my work. I still remember last time you threw a fit, it set me back three hours having to repair the damages." The faint annoyance in Azmuth's voice was the first sign of emotion in the old creator. He was not heartless, but with a mind like his and a universe on his shoulders, he simply had to put some things before others. His inventions were constantly saving whole planets, universes and civilizations. Though he cared for his son, he knew that the faulty Mechamorph did not age, and could use a lesson in patience.

"_The Omnitrix."_ Malware proclaimed. No demand, no question, simply naming it.

And by doing so, there were a few still seconds where the inventor did not move at all, before turning to the communication device, his eyes cold and serious.

"… I have warned you about sticking your fingers in my computers, Malware…" While small and physically weak, there was a great pondus to the voice of the elder inventor. The gusto of a man used to lecture kings, presidents and military leaders on a daily basis. "What do you want with it?"

Ben suddenly felt a great shifting in Malware's body. The near-liquid technology was moving around greatly, before a bright flash of light almost blinded him! From the stomach of Malware, held tightly with tendrils that still covered large sections of the face, was Ben! His eyes hurt greatly from the sudden light, his skin screaming as it came into contact with the hot air and sun that contrasted greatly from the comfortable cold inside Malware. He was NOT dead!

Azmuth leaned forward to the screen of his rebellious son, zooming in on the partly covered human face with a movement of his fingers. It took him a few seconds to fully recognize the face, for he had not seen a picture of it in several years. Luckily, the boy had not changed much.

"_Benjamin Tennyson…"_ He whispered, partly surprised but also partly impressed. He sat down in a chair behind him and put the invention he had held aside, looking at the screen while slowly nodding. "I would lie if I said I am not… delightfully surprised, Malware… I had not expected you to ever discover the existence of the Omnitrix, nor of this boy. You must have reached my personal computer to do so… impressive hacking." The old inventor spoke with calm honesty, and Ben could see it in his eyes that the weird father was truly impressed in how far his child had evolved without his knowing. However, Ben was then quickly sucked back into the darkness, where his face and eyes numbed and he was but a floating consciousness once more. "You must then also know that this boy does not have it… yes of course, why else would you be here and asking for it. Let's see…"

A few rapid clicks of his control panel, and Malware found himself standing in a wide, blue ray that scanned him top to toe in the blink of an eye. Azmuth in turn scanned the information that appeared before him with quick movements of his frog-like eyes, humming lowly.

"Organic fusion… hostage of extradimensional importance… I see what your game is now…" He folded his hands and looked into the lone eye of his son through the device. "I have to think about this…" Malware carefully rested one of his large, clawed hands atop Ben's head in an almost threatening fashion, as if to get across the idea that Azmuth should think swiftly. "Do not hurt him. It isn't necessary."

"_Technically none of this was. I came to you again and again. If you'd helped me sooner, I would not be forced to this."_ Malware spoke, very carefully stroking the top of Ben's head, the human making a rather pleasant little bulge in his belly as Ben gulped slightly, well aware his head could be submerged with a single push of a claw._ "__It is no longer simply my fate within your hands, but __his__." _Malware said, Azmuth sighing sadly before the screen returned to being but a wall, leaving Malware standing outside to await his father's word.

Ben had once more lost track of time. It could have been minutes or hours, but all he knew was that he had been left alone with his thoughts once more. Indeed, Azmuth must have had information about DNA and such things, because he recognized so quickly what it was that Malware tried to do.

But something wasn't right. Why was this abandoned son without said information, when it must be so easily acquired with that impressive hacking of his? Humans were not common in space, due to their own rather low technology, so no matter what Azmuth decides, it is a win for Malware that will simply absorb Ben rather than keep him hostage. Surely he must learn a lot about human anatomy by digesting him completely. And while the thought of still being alive did give the young man a kick, he realized that he had thought himself dead for so long that he did not even care about surviving, as much as figuring out the puzzle laid before him, why Malware worked so hard in vain…

He remained calm and silent, until an idea began to form.

"… **You DIDN'T look it up!"** Ben proclaimed, wishing to grin as he felt Malware shift slightly.

"_What are you talking about?" _

"You heard me, and you know what I mean! You didn't look it up how to alter or copy living material! Surely Azmuth has plenty of information about that on his computers, he made the Omnitrix after all, that can morph any alien into any other alien flawlessly. But you did NOT look at his work related to DNA, because you wanted to do it all by yourself!" Ben was sure that he could feel his lips turn into a grin, even if his body was somehow turned off. "You wanted to prove that you do not need his help after all, since he refused to give it to you! Him always being busy and neglecting you attention, you wanted to prove yourself just as clever and solve it on your own!" There was a silence for a few seconds after Ben had presented his theory.

"_What would you know about it?"_ Finally escaped the dark creature.

"Listen dude, you are not the only one with problems… if anything, I can relate." Ben sighed.

Malware looked down to his body, within which he held Ben captive. He asked with a rather questioning voice how this mere earth-monkey could relate.

After all, _"__Your very name is an interdimensional code for Hero. What could you understand?"_

"You are far more human than you give yourself credit for… As for what this monkey knows? Well, just like you said; Ben Ten is the name of a Hero. I am not that hero. Until one of the Ben's from other dimensions made an appearance in ours, I lived a fairly normal life for an odd kid. I always dreamt of being 'that guy' that would have an impossible destiny thrown upon him, to lead adventures and be a hero. But you already know what part is to come; that I never had it. I never got the Omnitrix and I remained a regular kid until the hero-version of me jumped worlds and had me pulled into action. I was only allowed into the Plumbers because my granddad is an old Plumber, and because I got a hero-version of myself in every other universe, so they figured I might do a difference in ours as well… only that I am just a human without any powers, and am constantly held to the standards of the other me's that have." Ben sighed again, thankful for that he could not feel his body or his stomach would be twisting in discomfort and anger over this subject… it was the first time he had not been affected by said pain upon talking about this, as a matter of fact.

Malware was silent for a few seconds, before responding.

"… _you said that I am more human than I believe, what did you mean by that?" _

"I ain't a genius like Azmuth or a war-hero like the other Bens, but even I can see the obvious. Earlier you mentioned that you can be hacked, right? Well, so can anyone with a brain! Brainwashing and lobotomy is as old a thing as I know. You need to eat to not die of power loss? Yeah, we organics call that "starvation". Same thing as you needing to stay powered. You get angry over being mistreated and ignored, so you got emotions like we do. You call your inventor a father, who's your rival at the same time, so you can creation relationships. And…well, you produce faulty logic at times, which makes you anything BUT a computer that only works on logic and benefit. Had you not had some kind of heart and pride, you would have stolen Azmuth's work on DNA a long time ago, instead you went out to try and solve it yourself! Just like how I never went to try and get the Omnitrix, but instead wanted to become a great Plumber on my own…" It spun slightly for Ben, who started to see more and more connections between himself and this proud construction, that lived in the shadows of his father's other creations that got much more attention than him… so he set out on his own.

There was a sudden shift again in Malware's body, as he seemingly sat down. It was still somewhat hard for Ben to be able to tell, only his head was outside of Malware, after all.

"… _Even if you are correct, Benjamin Tennyson, it does not change anything. I am still a broken model that wishes to become fully organic." _

"Why?" Ben replied shortly.

"_What do you mean?"_ Malware replied with annoyance in his voice.

"I said; Why? Why do you want to be organic? What is the purpose of it? What are you gonna do?"

The dark creature needed a few seconds. _"__If I become organic, a breathing creature, I can't be turned into a weapon without a mind, I could become something more than just codes and data. I once wished to repair myself and become like my brethren, but I slowly realized that no matter how powerful I would get with technology, I could still be hacked." _

"Didn't you listen to what I JUST said, tincan? Even we orga-BAH!" Ben groaned, rolling his eyes. "Geez, now I'm talking just like you! Look, even humans and other aliens can be taken over mentally! We are also just "codes and data", but we call it thoughts and information. Is it personality? Individuality you are after? Cuz you're already a death-machine with both a mind and emotions of your own! You have mortal functions already, needing rest and food to recover and grow, with the benefit of not growing old and useless. Are you **kidding** me with this bullcrap? You can feel, think, act and emote, while also morph your arms into lasers and stuff! I don't know any human that wouldn't give up being a squishy timebomb of age and hormones for that!"

Malware remained silent for a while. Perfectly still and silent. Even though Ben after a few seconds tried to get a response from him, he seemed ignored. But after a few minutes, he could feel the large, mutated mechamorph rise and stand, before Ben's world began to spin!

In but a few seconds, Ben's body was spat out from Malware! He had a few moment of pain and confusion, as his body and mind reconnected and nerves awoke, along with all the parts of Malware that had injected themselves deep within his naked body quickly poured out. He did not notice it at first, but all of his scrapes and cuts had healed.

Ben needed a moment to collect himself. His body did not ache like it had done before, but he was still sore from every opening on his body. Worst was it for the eyes that had to get used to both the strong sunlight, dust and the small amounts of goop that had escaped his tear ducts. But he stood up after a while, not even caring that he was naked, staring at Malware that towered before him.

"… Did you eat something that didn't agree with you?" He tried, managing a weak smirk as he had to support himself by holding his knees.

"_I saw it in your mind. You told the truth."_ Malware spoke slowly, his voice filled with disbelief even though he had apparently confirmed Ben's words already.

"So… What's the problem now?" The naked, hunched-over earthling asked as chipper as he could.

"_Why do you try to help me?"_ The question was loaded with a surprising amount of emotion, more so than Ben had anticipated, Malware's head slightly bowed. Within his voice Ben could sense confusion, desperation, regret, curiosity…

"What do you mean why? You're a guy in trouble with a piss-poor relationship with your dad." Ben chuckled and sat down, too tired to stand. His head still spinning from suddenly having reconnected to the rest of his body and its many functions, resulting in him not thinking as clearly anymore.

"_I have killed several."_ Malware proclaimed.

"I know."

"_I kidnapped you."_

"I know."

"_I could have killed __you__."_

"I thought you did long ago." Ben smiled softly, surprisingly calm over having his body and life back.

"_And yet you tried to help me, even when believing yourself killed?" _

"I guess so."

"_Just because I needed __help__?"_

Ben shifted his position so that he could lean against the wall of the building, dangerously tired now.

"Do I need any other reason? People who need help, should have it. I have needed plenty of help through my life already, but have had people around me that would be there." He smiled, as two very specific faces rushed before him. One old man, and one girl about his own age. "I had them, you obviously had none, am I right?"

Malware kept looking at the young, tired human. He had turned off the part of himself that scanned Ben's voice and body language for signs of lies or falsehood, feeling that he did not need it anymore. It was all rather funny to him. Here he stood, the arguably most advanced artificial intelligence ever created by the most brilliant mind ever to exist, and he was taking the words of a earthling monkey that had yet to even reach adulthood to heart.

"… _Is that your purpose, Benjamin Tennyson?"_ He asked after a few seconds of processing.

"I guess so. I first wanted to join the Plumbers to prove myself worthy, but during missions I always keep forgetting to try and prove myself. A good soldier should follow orders and not take any chances, but I keep taking stupid chances when I see people in danger… so yeah, I guess I really just want to help people like you." Ben smiled, fighting to keep his eyes open.

Malware's mind slowly spun its cogs. He saw more and more similarities between himself and the boy, and was oddly at peace with it. It made him feel less alone. Amongst thousands, millions of Benjamins that had all gotten the Omnitrix, he had not. Thus forced to stand on his own legs and wishing to prove himself to those around him. He too was a faulty version of many proper, functional ones. He too struggled to impress those that were above him, even if he was not designed for it. He is just a squishy human, without any physical or mental powers.. right? Malware's single pupil moved around inside the star-shaped eye, before once again targeting Ben.

He was sleeping. Hmm.

…

…

…

…Warmth.

Comfort.

Ben slowly awoke to find himself in a bed, with several strange wires hooked to his forehead.

By the end of his bed sat a comically hunched-over Malware, who did not properly fit the room that was clearly designed for the smaller, local aliens. _"__Have you recovered?" _He asked bluntly.

Ben nodded, though still a bit too groggy to tell. It was the faint spark from a device that made him realize that there was a third person in the room. Azmuth.

"Benjamin Tennyson… I am honored to meet you, and thankful for your services." The greenish grey alien smiled, though not lifting his eyes from the apparatus he worked on. "I heard the whole discussion, at least after the big lug over there spat you out. He then told me the rest."

The young human smiled a bit shyly. He hadn't done all that much, just talked as if he knew stuff.

"So.. what now? We still got a situation on our hands." Ben shifted his eyes back to Malware, who still was guilty on behalf of several murders. He did not feel like taking the guy in, but in worst case he would have to. "Can he hide here for a while?"

Azmuth raised a single eye from his work, while the other frog-like eye still focused on it.

"… You are a strange one, even when compared to the rest of you. You want to hide a killer, when it is your job to take him in to face justice? I believe you humans call it Stockholm Syndrome…"

"No. No it's not that. I just don't think jail would suit him… you see, he really only has one person to rely on, and I doubt that one person could go visit him very often." Ben carried an ever-so-tiny smirk, looking straight to Azmuth who replied with a smirk of his own.

"Big-mouthed and crude… Very well. Malware is my creation and my responsibility. If he so desires, he can hide here until the whole ordeal blows over. The universe is filled with enough monsters to keep the Plumbers attention at high alert."

"**No."** Malware suddenly proclaimed, causing both Ben and Azmuth to look at him.

"No?" They both said in chorus.

"No, it is not your responsibility. You did not create me for that purpose, to try and become organic by devouring others. Your ego is great, father, but that was NOT your intention nor design, it was my choice and my actions. My life, and my choice what to do with it." Malware spoke, his voice slightly less metallic in tone than it had been before.

The single, yellow eye targeted the tiny genius with a cold stare, causing him to put aside his current work with a fascinated look.

"So… what do you wish to do then, son? I give you right, it is not my design. Should things be investigated, I could not protect you or blame the errors in your design. You would be trialed and charged as any other individual that has a mind of its own." Azmuth folded his arms, smiling.

"Good. If the law of mortals will look at me and treat me as any other organic creature, it would be a good first step." Malware looked away, causing Ben and Azmuth to exchange looks.

"You still have not given up on becoming organic?" Ben asked.

"… I am not sure. My view on the concept of 'living' has altered some, but I realize that if others will look at me and treat me as any other living creature, it would be a good start." He shrugged.

There was a moment of silence as the boy and the inventor took in what Malware had said, what he wished to do and how he wished to achieve it. In the end, it was Azmuth that took to words.

"And once you are free? You will not be in prison for eternity, especially not if you surrender yourself and behave properly. You won't age, and they will feed you what you need to maintain… But once you are free to roam the universe again, what will you then do? Get a desk-job, wife and pet and a hover-car to pay off?" There was an obvious tone of sarcasm in the latter part, mayhaps in attempt to trigger the tall creature and get a reaction from him. But Malware did not respond in aggression.

"I want to join the Plumbers."

His answer caused Ben to grin and Azmuth to grow wide eyes, for it was the last he had expected.

"I believe I will need an explanation…"

"If I join the Plumbers, maybe I can find a purpose. I was not designed for the job, but maybe one does not need to be perfect for a job to do it." Malware looked at Ben, and there was something hopeful and uplifting in the otherwise so mechanical voice.

**THE NEXT DAY…**

The commander that Ben answered to took a single look at the screen and had to rub his eyes.

He knew not what he expected, but for some reason he was not fully surprised when it came to the young earthling. First he had vanished, his signals completely wiped out as his private communicator was destroyed. Then he had not stood to be reached for a few days, and now he stood naked in nothing but a blanket in the laboratory of the universe's most respected mind… with a gigantic black monster behind him. The commander ordered a large cup of something strong, because he was going to **need** it.

Ben and Azmuth did the majority of the explanation. Azmuth being the respected person that he was, of course got even the commander to listen closely as he told him about Malware. What he was, what he had done, what he wished to do and what he was capable of. Then Ben got to explain his story as to what had happened, how they had met and then shortly tell about their discussion.

Finally, Malware got to speak with the commander directly. It was clear that the high-ranking Plumber was uneasy about the whole idea that had been placed before him, with this joining their ranks while working off its crimes… and worst of all, it had the nerve to demand being partner to Ben, to have that boy of everything supervise it. Had Azmuth himself not been there to pull strings and give his personal approval of the idea, it would never have passed.

At the end of the day, the commander had consumed far more than he should have, but also gained a new member of immense power and potential… be it that the new member had been a murdering AI with a mechamorph body that also could manipulate living tissue… AND would be 'taught' by the biggest hothead in the core… He sighed and ordered another mug, which his secretary soon delivered with a worried expression.

Ben's own pod was too small to fit them both, and Azmuth offered them a ride in his private machine. But Malware refused.

"If I am to stand on my own feet, I might as well start here." He said with annoyance, trying to keep up his attitude as strong and powerful. He extended an arm and began to completely cover and digest the small pod, merging with its materials and schematics. His entire shape then collapsed into a large puddle of black goo, before reforming into a somewhat larger and more stylized version of the small ship, made in all black and yellow. The single door opened, allowing Ben to enter.

"You two drive carefully now." Azmuth chuckled. "Oh, and Malware? Do me a favor and phone home once in a while? I will make sure to have time to take a call or two." He smiled softly as he looked to the morphed creature, that simply remained silent but flashed the lights in front.

Ben currently wore a new uniform, it too made from Malware. He had dissolved the original one, and thus had the pattern and design within him. He had woven from his own material a near identical one, be it with a touch of his own more radical style and of course in nothing but black and yellow. Though Ben did not complain, he thought it looked better than the more standard one. Besides, he now had a living uniform that not only would repair itself, but also always tell his new partner where he was and vice versa.

As the two blasted off, both were silent for the longest time.

Malware did not know what to say, as he was honestly nervous and excited, yet wished to hide it.

Ben, on the other hand, thought back to the discussion he had had with Azmuth while Malware was away to fetch the pod. He and the old inventor had discussed the private conversation between boy and morph, which had left the small alien chuckling.

"_So he completely shut down your system, but not your mind? With names and information suddenly appearing within you that you had not known before? It would not surprise me if the big lug has learned enough about living bodies to temper slightly with our brains… he must have done that to shut you off from your own body, after all. I bet that he deep inside wished to have this conversation, to talk to someone about this… and maybe planted these few bits of information inside you, hoping that you would confront him about it so that he would not have to himself…"_

_"Really? You think?"_

_"Well, he has never been good at starting conversations."_

Ben smiled as he stroked the control panels of his newly found friend.

"Hey, Mal?"

"… Yes?" Malware's voice echoed inside the cabin, and he had yet to grow fully used to these Nicknames. Ben did not wish to constantly be called by his full name, but instead Ben, and he thought that Malware was both too long and too depressive, and had settled on just Mal.

"You know, if I am going to be your partner, can you promise me one thing?" He asked.

"To never eat you again?"

"Eh, not what I had in mind, and I have to get back to you on that part. But can you promise that if you wonder anything or feel like talking about something, that you just tell me? It's kinda hard to help people who won't tell their problems." Ben chuckled and leaned back in the seat of black leather.

"… I will try, Ben."

Deep inside, Malware felt happy. He was not fully confident in his emotions yet, for he had so far always suppressed them if they were not anger. But he was happy with how Ben spoke to him, calling him 'people' again, as if they were equals. It was also the first time he had left his home planet. And while zooming through the infinite space, passing by endless stars and planets in every color, talking to the first friend he had made, there was a smile made from yellow lines on the side of his current shape, for no one else to see.


End file.
